Ultimate XForce
by Darkspider16
Summary: Taking place right after the shocking events of Ultimate XMen 78 and 79, SOME SPOILERS, this 3part saga chronicles Professor Xavier's secret covert operations team, led by Valerie Cooper, as they try to stop a plan set about by the Hellfire Club. R and R


24

**Prologue**

**One year ago…**

"Do you believe it will work, Professor?" she asked.

"Yes, I believe it will," said the Professor, turning to her. "As you know," he continued, "Magneto's Brotherhood has cells all around the world. It is quite possible that there will be times, situations, when my team won't be able to respond to all of them."

The two were facing each other, sitting at the Professor's large, mahogany desk. The woman was slim and fit, of average height, and quite attractive. Her blonde hair was tied back in a ponytail, the style of comfort in the summer's heat. She wore jeans, and a khaki jacket, cut in military fashion, over a black shirt. A pair of sunglasses covered her light green eyes. The Professor, on the other side of the desk, was wearing his usual brown tweed suit.

The woman felt small next to this man. Despite having to sit in a wheelchair, he was an impressive and somewhat intimidating man, she thought.

"Valerie, I thank you for your praise, but intimidating?" asked the Professor, the hint of a smile upon his lips. Valerie blushed. She forgot that she was in the presence of the world's most powerful telepath.

The Professor sighed and rolled over to the large office window. Valerie got up and stood beside him. From here, she had a nice view of the front grounds. A stone path led from the main gate up to the mansion. On either side were rows of hedges, freshly trimmed. After the rows, a beautiful green lawn spread out for an acre or so, until it reached the perimeter's brick walls. A few students walked up the path, jostling and joking with each other.

"My daughter would love to be here," noted Valerie. "To have friends."

"The team would do covert work mostly," commented the Professor next to her.

She was silent for a few moments. "You know," she began. "We spent the last few years preparing ourselves for this. Studied military tactics, learned how to use a variety of weapons."

The woman turned to look at the Professor. "We owe you our lives. You don't need to ask," she whispered.

The man returned her gaze and said, "But I am."

Valerie took one last look at the students, knowing what her decision would do to her daughter, what it already had done. She cleared her throat, and gave her answer.

"I'll do it."

_**ULTIMATE X-FORCE**_

**Act One**

The 2005 Dodge Viper rocketed down the road, blazing by a speed limit sign. 45 mph it said, but the driver did not notice. Nor did she care, even if her speedometer quickly ascended past the 70 mph mark.

Her mind was on other matters.

"Valerie, if I die…" She replayed the message in her head. She had entered the communications room that day, a week ago, and found a transmission waiting for her. Accessing it, Professor Charles Xavier's head appeared on the monitor.

"Message for Valerie Cooper, the Terminal, relayed from Xavier Mansion. Professor Xavier speaking. Valerie, I must ask something of you. If I die…I fear the X-Men will be no more. Sadly, I do not think Scott would be able to handle the responsibilities that will be thrust upon him." The man paused. "I fear that too many people will take advantage of my death. Valerie, I ask that your team take the place of the X-Men. Please consider this. I must check up on Kurt, so, goodbye Valerie."

Valerie wiped a tear off her cheek. She had been worried when she saw the message; worried about the team becoming more active in mutant/human relations. She reached down into her purse and pulled out a stick of gum. Unwrapping and shoving it in her mouth, she chewed furiously as she returned to her thoughts.

Valerie was worried about what the message had implied. The Professor was making plans in case he died. And now Valerie was driving away from his funeral. She wiped another tear away. The service had been beautiful and solemn. But the fact was, the man had somehow anticipated his death. She knew he was an extremely powerful telepath. How many times had she found him picking up on her thoughts?

But did he foresee his own death? Valerie knew she'd most likely never find out. Professor Charles Xavier was dead. That was the cold, hard truth of it.

Valerie reached over and grabbed a head set off of the passenger seat with her free hand, steering the Viper with the other. She slipped it on her head and made a few adjustments to the microphone. Satisfied, she switched on the communications system.

Her Dodge Viper was not your normal sports car. While it did have leather upholstery and a state of the art sound system, the car also had some 'extra' features, issued by the Professor himself. Satellite-linked GPS in the dashboard, bullet proof windows plus a heat-resistant windshield, a communications console that would allow easy (not always) contact with practically anyone around the world, and four cup holders up in the front. Yes, four cup holders, for those all-night stakeouts, when Valerie needed all the coffee she could get. And the best part was she had it all to herself. She didn't envy the rest of her team, who had to ride all crammed together in the jet.

Valerie tuned the frequency on the communications system until she found the one she wanted.

"Cooper to Sage, come in Sage," she said into the mouthpiece. There was silence, except for the occasional crackle of static. Valerie grew impatient. Now was definitely not the time, she thought.

"Cooper to Sage, come in Sage," she repeated.

Now she was angry.

"Darn it Tessa! Answer your mother!" she shouted. Valerie rolled down the window and spat out her gum. She searched her purse for another stick, and upon finding one, forcefully shoved it into her mouth.

"Tessa, if you don't answer me right this minute, you'll be cleaning every bathroom in the complex. Not only that, but you won't do anything until each one is finished and…."

"I'm here Mom," came a voice over the receiver.

"Tessa," Valerie sighed. "Why didn't you answer?"

She could hear chuckling on the other end. "Tell Dave he'll be doing the cleaning if I hear any more laughing," she said.

"Sorry Mom. I was concentrating on the documents Dave was bringing up," explained Tessa.

Valerie sighed once more. These teenagers she worked with; it was like talking to a brick wall sometimes, she thought. She shook her head, clearing it. She had to focus on the mission at hand.

"Sage, what's your status? Tell me what's going on."

**Meanwhile, over three hundred miles away…**

"We're in the archives room, sub-level of Leland Motors, Corporate Plaza," answered Tessa Cooper. "Prodigy has accessed the mainframe, I'm reading and memorizing every file and document."

Tessa looked away from the screen. David Alleyne, codenamed Prodigy, was sitting at the computer console beside her. The archives room they were in was mostly dark. The only light came from the massive computer screen on the wall. She shivered as she looked back at the screen. There was a slight breeze blowing from a vent above.

"I didn't expect Leland to keep so much data about the Hellfire Club down here. I was under the impression that nothing left the Inner Circle's sanctum," commented Dave. "I mean, look at this; money laundering, funds sent to terrorist cells, including one we've seen before, the Brotherhood of Magneto."

Tessa blinked her eyes, which were aching from the continual peering at the screen. "You have to remember," she said. "No one is supposed to be down here. This sub-level doesn't exist."

"The fool deserves it, thinking his cheap car business was enough for the Club's secrets," muttered Caliban, the final member of the team. He was standing by the door, keeping a lookout. An unconscious guard was at his feet.

"Oh Cal, you just hate humanity," joked Tessa. Caliban just grunted and crossed his arms.

Valerie's voice crackled through their headsets. "All right, I want to know how you got in their so fast. Last time I checked, there were two guards patrolling that level, plus another score on the upper levels."

"We avoided those," smirked Tessa. "And there _are_ two guards. The first one saw us upon reaching the sub-level. Caliban increased his fears by a hundred, so the man thought a giant spider was after him."

"That's how Spider-Man's so successful," cut in Dave.

She gave him 'the look'. She suspected her mother would have done the same had she been there.

"The guard was so scared, he tripped and crashed into the floor," continued Tessa. "He was out cold when we reached him."

"And the other one?" questioned Valerie.

"He was in the archives room here. Dave, uh Prodigy, absorbed his knowledge of the mainframe's codes, and then knocked him out."

"You've gotten everything you've read in your head?"

"Yep," said Tessa confidently.

There was silence as Tessa perused a few more files. Thanks to her mutant ability, she could read five times faster than a normal person could. Not only that, but she memorized everything she saw or heard.

The sound of continual chewing filled her headset.

"Mom, you're chewing, aren't you?" Stupid gum, she thought. "You know I can't stand it. It's incredibly irritating."

"Well, what do you expect me to do?" exclaimed Valerie. "Barely any of the people at the funeral knew who I was. Even less knew what I do. It's nerve wracking every time Nick Fury would glance at me, as if he was questioning my being there."

"This team isn't even supposed to exist," chimed in Dave. "Only a few people outside us and the Professor know what we do. It's understandable that Fury would wonder why the leader of Xavier's special ops team is showing her face."

"I bet the paranoid kook thinks we're gonna go rogue with the Professor dead," grumbled Caliban. "X-Force, America's newest threat among the mutant menace."

Dave continued typing away, and Tessa read the files. Like her teammate mentioned earlier, there was a lot of info on the Hellfire Club's financial dealings. Millions were being sent out left and right. Looking over Dave's shoulder at the list of files and programs, Tessa developed a nagging feeling in the back of her mind. One folder caught her eye immediately.

"That one," she said pointing at the one labeled PROJECT EMPLATE.

Dave brought it up. It was a huge file, with a dozen documents in it, ranging from status reports to funds transfers.

"Mom," said Tessa into her mouthpiece. "We've found something."

**Manchester County, New York…**

The Dodge Viper blazed down the asphalt, trees blurring by. Valerie didn't pay the scenery any attention, too focused on what her team was doing.

"What did you find?" she asked.

"A file on something called Project Emplate. Looks big," replied Dave over the headset. "The knowledge I absorbed from the archives guard doesn't contain anything on this. This guy knows nothing. It's gotta be important."

"I've seen it somewhere before," muttered Tessa.

Seconds seemed like hours as Valerie waited for an answer.

"I've got it," exclaimed Dave.

Of course, thought Valerie. While Tessa had a tremendous amount of memories and knowledge, it sometimes took her awhile to sift through them all. Dave's mutant ability allowed him to mimic and absorb the talents and knowledge of those around him, albeit temporarily. Mimicking Tessa's knowledge allowed for a faster search.

"We saw the name when we raided that pub owned by the Hellfire Club back in Chicago," explained the boy.

"I remember," cut in Tessa's voice. "There was an e-mail on one of the computers at the back of the pub. It was from Fitzroy to Shaw, concerning a couple million dollars transferred to this Project Emplate."

Valerie understood what they were talking about. "A couple million dollars being sent to a suspicious project would've raised red flags for us. But we were so busy trying to get a lead on that arms dealer, Moses Magnum—"

"Which led nowhere," growled Caliban.

"—to notice," Valerie finished.

She reached into her purse and pulled out another stick of gum. All of this tension was getting to her.

"It looks like a lot of money has been sent to this Project Emplate," reported Dave.

"Enough to make it priority number one for us," commented Valerie. "All right, you've been down there too long. Prodigy, download all the files related to this project to your handheld. I want you all back in headquarters by the time I arrive. Good work team."

She leaned over and switched off the communications. Taking the headset off, she tossed it into the passenger seat. It would take two hours to get back to base at the speed she was going, 85 mph. Perhaps she should go faster, she wondered. The Viper could easily attain speeds of 180 mph in no time.

Just as she decided to increase her speed, the flash of red and blue caught her eye, and she heard the whine of a siren.

"Great. Just what I need now," she sighed.

Valerie slowed down and pulled over to the side of the road. The highway patrol car stopped twenty feet behind her. Valerie hit the wheel in frustration. How could she have been so stupid?

The officer walked up to her door, standing so that she could barely see him out of the corner of her eye.

"Excuse me ma'am, but do you know how fast you were going?"

Valerie turned and smiled at the officer sweetly.

"How are you doing today, officer?"

"Do you know how fast you were going?" he repeated.

"Um," she paused to think. "Sixty?"

"Ma'am, you were going 85 mph. That's 40 over the limit," he declared.

I really don't have time for this, she said silently.

"I'm so sorry officer," she continued sweetly. "I just left a funeral, back there," she pointed behind her, "and have been in such a state." Valerie forced a few tears to run down her cheeks.

The patrolman grew fidgety at the mention of the funeral.

"You're…you're one of them?" he asked.

Valerie nodded, wiping a few tears away.

"Do you want to see what I can do?"

The officer backed up abruptly, shaking his head. Obviously, he believed the general assessment on mutants. Good thing, too, because she wasn't one.

"That's okay ma'am. I'll let you go this time, on account of you've being through so much," he mumbled.

He left quickly.

Sighing in exasperation, Valerie started her car and drove off.

**The Terminal…**

Tessa turned the page and read on. _The Count of Monte Cristo_ was amazing, she decided. The fact that one man thought up such an elaborate scheme of revenge must have meant that the Count spent many hours awake at night, plotting. However, this was fiction, she reasoned as she turned another page. Anything could happen in fiction.

Minutes later, she closed the book and set it down on the table next to her. Tessa sat in a large, red armchair in the corner of her room. On each side were two square tables. The wall adjacent to her left was lined with three bookcases, so big they took up the length of the wall. On her right was her desk. Her bed was on the opposite side of the room.

It was the beginning of a long afternoon. Like everyday, she had picked a handful of books and piled them on the table to her right. The one to her left, which _The Count of Monte Cristo _rested upon, was for the books she finished. Usually, Tessa was able to read about nine or ten books in a sitting. It was all thanks to her mutant power. She could read in two hours a book around five hundred pages. Tessa enjoyed reading, as the decrease of room in her bookcases proved.

Grabbing the next book off the pile, she settled down in her chair. Dave, and even Caliban, crowed about this one for weeks. _Ender's Game_ was the title. She flipped past the table of contents and began to read.

Second turned into hours as Tessa engrossed herself in the book. She turned each page with fervor. The little kids in the story went through so much, and most were under ten years old. Their childhood had been tainted, destroyed, just to suit the needs of cold-hearted adults.

Of course, she thought, pausing to reflect on the book. The later part of her childhood hadn't been too different. Except these adults cared about her very much.

It had all began eight years ago, when she was ten. She had been taken from her home, abducted…

Tessa opened her eyes. Looking around at her surroundings, she saw they had taken her to some warehouse. It was dark in there, since the only working lamp was swinging back and forth on the ceiling. The windows were covered in moth-chewed sheets. There were crates scattered around the building, some covered with canvas, and others stacked up. The ones not covered had strange symbols painted on their sides. Orange circles with three triangular shapes around it. There were about a dozen of these marked boxes.

Tessa was propped up against one of the covered crates. Her hands were tied together behind her. Her ankles were tied as well. A slight breeze blew in through the warehous's cracked walls. She was cold and scared. There was a noise, something like a garage door opening but much louder. Two men came into view. She couldn't see their faces. Both were wearing masks like those beanie hats. They also wore black jackets, the word 'RIGHT' printed on their left shoulders and their back. The only difference between them was that one was wearing jeans, and the other wore these pants that soldiers in the army wore; BDU's, her mom called them.

Jeans looked over at her. "She's tied up tight, right?" he asked Army Pants.

"Of course," answered the other man. "I made sure the little monster was secure. She won't be going anywhere soon."

Monster, she thought. Why did they call her that? Tessa didn't think she was a monster. These men were more like monsters, she decided. Her mom said she was special. Tessa could remember things really well. Yet even though she was a special girl, her mom said some people would not like her. Some would even fear her.

They had called her a monster. Did that mean they were afraid of her? She didn't think she looked scary. She actually thought she was pretty, with long black hair and green eyes. Besides, they didn't seem afraid of her. She was the frightened one.

Jeans pulled out a gun and waved it around. He was saying something to Army Pants, but Tessa couldn't hear it. The wind picked up outside, and the cold air that blew through the cracks chilled her. She tried to wiggle her fingers, but couldn't. She could barely feel them.

"Um, I'm cold," she said. "And my hands hurt."

"Stop complaining, mutie," barked Jeans. He walked over. And his gun was pointed at her.

"We should shoot you right now. All you are is scum. Muties like you don't need to be alive," he snarled. He was very close to her now. She could smell the cigarette smoke on his breath. Tessa shivered in fright.

"Hey, leave her alone," growled Army Pants. "We have to get to the other warehouse. The transaction is gonna be soon."

Jeans got up and walked back to his partner. "Why not hold it here?"

Army Pants gave him a blank look. "Because, stupid, do we want them to see the nukes?" He slapped Jeans in the head. "Don't be dumb. No one knows the Right has nukes. And that's the way it will stay." Army Pants walked over to Tessa. She cringed back, not wanting to be hit. Instead, the man picked her up and carried her over to Jeans.

"Get the truck ready. It's time to leave."

Tessa was placed in the back of the truck. Nukes, she thought. She knew what those were. Deadly bombs that could kill even after the blast. This was bad, if those crates really did have nukes. There has to be something I can do, she thought.

She wasn't blindfolded. Either the men were really dumb or didn't care. But it didn't matter. Taking a quick look at the building, she memorized what it looked like. She even saw the warehouse number. Number 23. She'd never forget this.

Sometime later, the truck stopped. Jeans and Army Pants brought her into a similar warehouse. There were more men in here, all wearing 'Right' jackets and masks. One of them, wearing sunglasses, stood in front of a collapsible table. Glasses seemed to be the leader.

Tessa was forced to sit in a chair beside the table. Glasses didn't even look at her. Instead, he was watching the two people who just came in. They were escorted in by more 'Right' soldiers. The first person was a strange bald man. The other was her mom, carrying a suitcase.

She tried to speak but Army Pants had covered her mouth.

"Don't you dare hurt her," warned her mom, seeing this.

Glasses flexed his fingers. "She'll be fine. You brought the money?"

Tessa's mom nodded. One of the soldiers grabbed the case and brought it to Glasses. He opened it up to reveal many bundles of dollar bills.

Do not be afraid, said a voice in her head. You'll be safe.

Tessa looked around, wondering were the voice came from. Her gaze fell upon the bald man, who was smiling at her. You, she thought.

The man nodded, while he said 'yes' in her head.

The girl realized that she could tell him about the nukes. The other warehouse, she thought loudly, if such a thing was possible. It has nukes!

The bald man's eyes grew wide. Do not move. This will be over soon.

Meanwhile, Glasses had been talking. Her mom must have said something to anger him, because he drew a gun from his belt and pointed it at Tessa.

"No!" cried her mom.

"If you want a daughter to love, then don't upset me," snarled Glasses. He opened his mouth to say more, but stopped. All of the 'Right' men were frozen too.

"What's going on?" asked her mom frantically.

The bald man walked over to Tessa. "I shut down the locomotive parts of their brains. They're essentially paralyzed," he explained. He began untying Tessa's hands and feet. She jumped out of her chair once he finished and ran to her mom, hugging her.

The bald man looked at her, talking quickly. "Tessa, which warehouse are the nukes in?"

"Number 23," she replied.

"Nukes!" exclaimed her mother. "What's going on?" she asked the bald man. He put a finger up, signaling for silence. He had a cell phone out and called someone.

"Who is that man," whispered Tessa.

"That's Professor Charles Xavier, honey. He just saved our lives."

**The Terminal…**

Tessa closed the book. She'd finish it later. Getting out of her chair, she headed over to the mirror hanging over her dresser. She had long black hair that reached her shoulders, and 'stunning' green eyes, as Dave called them, that were set above her aquiline nose. She had what she considered a normal mouth, and somewhat of a sharp chin. She was of average build and height, around the same size as her mother, and was athletic, one of many products of her training. She was wearing a red tee shirt, with the name of one of her favorite bands on the front, and a pair of jeans. Whenever she saw blue jeans, a memory of the 'Right' soldier Jeans flashed in her head.

Tessa straightened her hair, then headed over to the door, which slid open, and walked out into the hall.

The team's headquarters, which they referred to as the Terminal, was located behind a waterfall in the Oasis, a state park situated in northern New York. The Oasis, developed less than two years ago, had received funds and support from various groups and organizations. Coincidently, one of the major benefactors was an organization known as Xavier Operations, founded by none other than Charles Xavier. Xavier Operations was supposedly a non-profit organization, yet large sums of money had come from it to Oasis' developers. The developers knew better than to question the money; as long as they received money from a legitimate source, they were complacent.

Tessa's mother was a contractor for Xavier Operations. She had worked hand-in-hand with the developers, helping to design the Oasis. Of course, she also secretly had a facility built, according to the Professor's specifications, the Terminal. Only Valerie, Professor Xavier, and a few other officers within Xavier Operations knew of X-Force's base.

The Terminal was quite advanced, more than some of the government's own facilities. Originally, it was going to be one of the Professor's worldwide safe houses, but this was abandoned for the present building. The Terminal had been constructed in an 'L' shape. The longer wing held bedrooms and guest rooms, a music room, and library. The shorter side had a lounge, kitchen, and dining room, among others. This main level jutted out above the rock behind the waterfall. There were actually two more sublevels beneath the ground.

The first contained a war-room, communications room, arsenal and a medical station. The level below was comprised of a large training course, and a hangar for their jet, a small Blackbird. A garage was adjacent to the hangar, and Valerie's Viper was stored there, along with Caliban's Honda motorcycle.

Tessa padded down the carpeted halls in her socks. The main level was mostly normal, with a grey carpet everywhere except the kitchen, and oak paneling on the walls. There was actually steel underneath the carpet and paneling. The lower levels were denied these luxuries, having cold, linoleum floors and metal walls.

She passed a vase of flowers, and a couple of paintings. There were a number of paintings in the upper level, ranging from van Gogh to Botticeli. There was even a Picasso in one of the guest rooms.

Home, she thought. The one place that felt like it. Traveling over the years, training with mom, we never really had a home.

Her mind wandered back to the book. It brought back some memories she wished she couldn't remember. The one downside of remembering everything, she concluded for the thousandth time, was that she'd stay awake some nights, not being able to forget the horrible ones.

Tessa shook her head in frustration. "I need to get my mind off this."

She paused at the end of the hall, catching snippets of music coming from nearby. Tessa recognized it as Mozart. That meant it was Dave at the piano.

She turned a corner and walked down the hall until she stood outside the music room. The door hadn't slid open, meaning Dave had programmed it to lock unless commanded. She rapped her knuckles against the metal, hoping he would hear.

"Come on in", called a voice behind the door. It slid open, and she walked in. Dave was sitting at the grand piano at on end of the room. He was bent over the keys, stroking each to unlock their beautiful secrets. Music wafted all around her, calming her. Dave was a magnificent pianist, as good as any master.

Tessa watched her friend silently. He was taller then her, and was well built, though not overly muscular. His deep, dark brown hair was cropped short, though a few strands hung over his forehead. He had on a black collared shirt and a pair of slacks that nearly covered his shoes, a pair of all black Nikes.

"I've been working on this piece for awhile now. I'm confident I'll master it in another week," he said, no longer playing.

"Looks like you've already mastered it," noted Tessa.

Dave just shrugged, and began studying the notes. Her friend studied constantly, striving to get better. Because of his ability, Dave had been accused of cheating in school. To counter this, he worked many long hours learning and studying. Another reason he did this was that he absorbed knowledge and skills temporarily, he had told her. It was depressing to have all this knowledge, only for it to fade away.

"So, are you going to stay here?" she asked. She was hoping he might want to go do something, instead of being cooped up in this room. Dave only nodded his answer.

"See you later then," she said, and walked out the door.

Dave heard Tessa leave, and then went back to his sheet music. She was a good friend, he knew. Even more of a friend, he hoped. But sometimes he needed to be alone, and now was one of those times.

Tracing the entire keyboard, Dave launched back into the piece, starting from the beginning. He went into autopilot, as waves of Mozart coursed around him. His music was like an ocean, clean and crisp, always refreshing to dive into.

As he played, his mind churned over the data they had discovered. This Project Emplate was important to the Hellfire Club, especially the Inner Circle. And if not all the members, at least some had large stakes in it. Someone had to benefit from this, he figured. Dave didn't think it had anything to do with money. Too many funds had been transferred to it. You don't pay a couple billion dollars to get maybe a billion more back. No, most likely it was a weapon. But was it biological or conventional? With the war in the Middle East, and terrorism frequent, new types of wars were being fought, and that meant new types of weapons to be developed. If it were biological, would that mean they developed some strain of disease that could wipe out humanity? He knew that some of the members were mutants, so he was quite certain they could rule out some anti-mutant virus.

But what if the weapon were conventional? Could it be some kind of state-of-the-art bomb? Or perhaps it's a giant cannon, which they could fortify all of their properties with, and safely declare war against anyone. Dave didn't know. I hope that Valerie will find out more, he thought. She was going over all the files at that moment down in the war-room.

Suddenly, there was a loud commotion outside and down the hall. Curious, Dave stopped playing and walked briskly into the corridor. It sounded like it was coming from the lounge. He continued walking down the hall until he reached the other wing. He entered it, and immediately saw Caliban storming through a door.

"Out of my way," he growled, threateningly. Dave shifted aside. Something is definitely wrong. Cal appeared ready to explode, which scared him. His friend looked like a feral beast, on the verge of attacking somebody.

Now normally, most people saw Caliban as a monster. They were terrified by his appearance. Cal had grey, ashen colored skin, and short, spiky white hair. Yet this wasn't the most frightening feature of the mutant. The teen's eyes, completely black, were like two coals set in his sockets; there wasn't a single speck of white to be found on or in those orbs. Cal's ability to magnify the fear of others didn't improve things either. Whenever he grew upset or angry, he lost some control of his power, and thus magnified the fears of those around him slightly, though it was enough to make him appear as a true monstrosity.

"That's what had happened here. Cal magnified my fears, so that I really saw him as an animal," Dave realized as he watched his best friend stalk down the hallway and out of sight.

He heard heavy breathing and crooked his head around to see Tessa running up to him. She stopped and bent over to catch her breath, then glanced up at him. Telling by the worried look on her face, Dave guessed that she had something to do with Cal's outrage.

"What was that about?"

She just shook her head, and stared down at the floor. Dave waited as Tessa collected her breath, and thoughts.

"I was walking down the hall," she began, "when I glimpsed Cal sitting in the lounge. He was watching some show on the TV, so I didn't think much of it. I planned on going to the kitchen, but I noticed what he had been watching."

Dave waited expectantly.

"It was a special on monkeys," she declared, disbelief etched across her face. "Dave, monkeys! Big, mean, Caliban was watching monkeys!"

Dave sensed Tessa wasn't explaining everything, or he would've understood Cal's anger. "So he's angry, why?"

"Well, I was watching him for maybe five or so minutes," she muttered.

"Wait, you spied on him? Of course he'd be angry!" he shouted in astonishment.

"I didn't spy," defended Tessa stubbornly. "I just stood there for a while."

Shaking his head, Dave said, "That's spying. We both should know. It's pretty much what we do."

"There's more."

Great, he thought, as he cupped his hands over his face. He peered out at her through the slits between his fingers.

"I sorta said something…which probably helped upset him," she mumbled, looking down at her feet again. "I blurted out that that was the reason why he had asked my mom for a TV in his room."

"So you embarrassed him and spied on him. Cal's going to be perfectly fine with that," Dave said sarcastically. He marched past her and down the hall.

"Should I go after him?" called Tessa as she ran to catch up with him.

"Just leave him alone, give him some time to blow steam. This isn't a big deal."

Tessa snatched his wrist and halted his movement. He twisted around to glare at her, but couldn't. She seemed genuinely worried about Caliban.

"Dave," she pleaded, "something isn't right. He's never like this. He never gets this mad."

Dave grew angry himself. "You obviously don't know Cal that well then. Leave him alone, Tessa. Understand? Let this go." He shook her grip off his wrist and stomped down hall, towards the lounge.

"Wait!" called the girl. Dave ignored her and continued to create distance between them. Just as Tessa opened her mouth to say something, the loudspeakers set in the ceiling crackled to life, filling the hall with a low buzz.

"Team, assemble in the War Room immediately. And get suited up," called Valerie's voice over the speaker. Dave looked back at Tessa, but she was already running down the hall to her room. He shook his head, and jogged to his room to get his uniform.

Valerie paced about the War Room, waiting for her team. The War Room was where X-Force met to discuss mission briefings. It was a large, circular room with two nooks on either side of the main computer. Each nook held smaller stations, which connected to the main computer. There were two consoles set against the curving walls near the entrance. In the center of the room was a round table. An 'X' within a circle was engraved in the center. This was the computer's holograph projector, used to show blueprints of buildings they were to infiltrate or raid. Four chairs slid up from the floor around the table. From here the team could face the great, wide plasma monitor.

At the moment the monitor was bringing up different screens, one showing a stream of data while other featured individual files about Project Emplate.

The main door slid open, and the rest of the team entered. Finally, Valerie thought. Took them long enough.

Dave, Tessa and Caliban sat down in their respective seats. As she had ordered, they were suited up. X-Force's uniforms were all very similar, black body suits with large grey lines that crossed to form an 'x' over the front, and a pair of sunglasses, that allowed the wearer heat and night vision. Yet each member added his or her own personal touch. Dave wore a black trench coat over the suit. Tessa's was sleeveless, and she wore fingerless gloves. Caliban had a black hoodie with a grey 'x' on the chest over his uniform. Even Valerie had added to her uniform. She wore a dark grey jacket and black beret upon her head.

Her gaze wandered over her team. Something isn't right here, she noticed. All three of them looked uncomfortable, as if they didn't want to be here. Or be near each other, she realized, noting the way none of them looked at each other. Tessa crossed her arms and looked at the table, while Dave scanned the monitor a little too intensely. Caliban gazed off into the far end of the room.

No doubt there was some fighting, or at least an argument. They better not let this carry into the mission. It's too important for petty disputes, Valerie told herself.

Sitting down in her chair, she addressed her team. "I've gone over every file you downloaded, Dave. The Hellfire Club has put a lot of effort into this project, which makes me suspect it may be a weapon." She glimpsed Dave nod slightly. He probably came to this decision as well.

"Makes sense," he said. "Millions, even billions going into this Project Emplate, to help people? That's not the way the Club works. They only ones they seek to help are themselves."

Valerie nodded, and swiveled her chair around to face the main computer. She typed a few commands on the console, and the monitor brought up a large screen. It was an image of a young woman with a bronze face framed by jet-black hair.

"This," she pointed at the picture, "is the woman in charge. Her name is Selene. After Sebastian Shaw's death, the European branch sent her over. She rose up quickly in the ranks, and is right now personally overseeing Project Emplate." The screen changed, showing more pictures of the woman. "While most of the Inner Circle know a little about what Project Emplate is, Selene here knows every detail. It is my opinion that she is the one who will gain the most from Project Emplate." The monitor changed screens, this time showing a picture of an older man. His face was gaunt, and he had short silver hair.

"This is Doctor Myron St.Croix, head scientist on Project Emplate. I discovered his name in a coded message from Selene to Leland. While Selene is the one with the most to gain, St.Croix here has the most to lose, from what I've gathered. It's obscure what his true situation is, but we must view him as an enemy, due to his aiding the Hellfire Club."

"So what's the mission," grunted Caliban.

Valerie turned the lights off in the room and activated the hologram generator. The blueprints of a building floated before them.

"This is Carrigan Labs. They've received a good deal of funding from the Club, especially Leland. This is also where Dr. St.Croix was reported working last."

"So we raid the labs?" asked Tessa.

Valerie nodded. "There was a flurry of activity in Carrigan Labs earlier today, about an hour after you left Leland Motors. No doubt they got word of someone breaking into Leland's archives. Most likely, they moved whatever research on Project Emplate they had there to a more secure facility."

Valerie pulled a stick of gum out of her coat pocket and popped it into her mouth. "We have a short window in which we can work. It is possible that in their haste, they left behind some files or documents that are important to the project. Anything we find will be useful, even if it seems trivial. That is our mission."

She stared at each of them. "Get the jet prepped. We leave ASAP"

Dave and Caliban stood up and left the War Room. Tessa was about to leave as well when Valerie called her over.

"Tessa, what happened with you three?"

Her daughter shook her head. "Nothing Mom."

Valerie looked at her sternly. "We can't have some petty dispute hinder the mission. It's gravely important that things go smoothly and successfully."

"Mom, it's nothing. We won't jeopardize the mission," assured Tessa.

Valerie chewed on her gum as she thought. Her daughter was trying to look innocent, but she could tell that this wasn't 'nothing'. I haven't got the time to figure this out, she groaned inwardly. I'll sort it out after the mission.

"Fine," she answered. "Get everything ready. I'll meet you in the hangar."

Tessa turned and walked out of the room. Valerie sighed and sat down, resting her head against the back of her chair. It was tough, trying to lead a covert operations team and a family. That's what they'd become. Hopefully things would stay that way.

Her gaze fell upon the plasma screen, upon the image of Selene. "So," she whispered. "I'm pitted against you once again. I will take you down this time, Black Queen."

**Somewhere within the Bermuda Triangle…**

"Doctor St.Croix, the labs are set up."

He opened his eyes and gazed around. The man who had spoken, his aide Dallyerd, stood in the doorway to his room. The aide was young, but signs of weariness were all about him. A breeze from one of the many vents in the hall ruffled the young man's lab coat.

"I'll be there in a minute," said Myron St.Croix, and his aide left. He sat up in his cot, his legs dangling over the side of the frame. His feet touched the chilled ground, sending shivers up his legs. The doctor grabbed a pair of shoes lying next to him and slipped them on. Getting up, he shuffled over to the sink in the corner and turned a knob. Cool water poured out of the faucet.

The room St.Croix stayed in was little more than a cell. The walls were steel, the floor cement. There were no windows in his room, only small slits in each corner, from which the cool air cascaded down. The man only had a meager cot, an iron chest in one corner, and a toilet and sink in the other. The door didn't have a lock, but that didn't dim the prison-like feeling. For St.Croix, the only comfort was the knowledge that everyone in the facility slept in similar quarters.

The man cupped his hands and splashed water onto his face. Finished, he grabbed a towel, little more than a rag, and dried himself. He looked up into the mirror above the sink and gazed at his reflection. His hair grayed early, and was cut short. The silver contrasted with his dark brown skin. His face was gaunt with a chin that was once strong and square. His eyes showed sadness and despair.

What have I gotten myself into, he asked himself. Every morning, he asked the same question. His life was practically meaningless now, and suicide didn't seem like a bad option.

St.Croix sighed, grabbed a shabby lab coat off a hook next to the sink and wrestled it on. Far less than satisfied, he left his room and strode down the hallway. His footsteps echoed around him as he traversed the cold, Spartan corridors. The doctor came upon a door labeled MAIN RESEARCH. A keypad hung to the right. He typed in the access code and pressed his thumb into the scanner. The machine beeped, and the door parted. St.Croix entered the room. People in white lab coats similar to his own hurried about plugging the last cables into sockets and gathering papers and notes. The team had just arrived at this facility today. They had been working at Carrigan Labs that morning, but due to a security issue, everything, scientists, aides and their work, was transported here. The Hellfire Club could not allow anything to be discovered about Project Emplate, nor could they let their team become compromised.

Dallyerd, the aide from earlier, approached Dr. St.Croix. "Sir, everything has been set up and in working order." The doctor looked around. The other 24 men and women that made up the research team awaited his commands.

This scene stirred something in the back of his mind; a memory, some years earlier, of a scene like this, though in more friendly settings. It was his old lab, back when he did more innocent work. The memory commanded his full attention. A little boy and girl were running up to him, smiles on their faces. Their mother followed closely behind, smiling as well.

"My family," he muttered. If it wasn't for that accident all those years ago, he told himself.

"Sir?" came Dallyerd's voice, interrupting St.Croix's reminiscing. The doctor looked around, confused. His team was still watching him. "Should we pick up where we left off this morning?"

The doctor looked over at his aide. "Uh, of course," he grunted. The people bustled about to start their work. Dallyerd left his side to sit down at a computer. Get a grip, he commanded himself. This project is worth more than you life.

An hour passed. The team had easily settled into their research. Everyone was satisfied. Everyone but St.Croix, that is.

He scratched his forehead for the tenth time as he stared at the monitor. The screen showed DNA helixes spinning around. The doctor was certain that they'd updated this program back at Carrigan. But the information he needed wasn't there.

He minimized the screen and searched through the rest of his folders. Something was seriously wrong, he thought, catching his breath. The status report he wrote earlier that day wasn't there. In fact, a whole file full of vital documents and data was missing. Everything had been downloaded onto discs and carried out of Carrigan. Nothing was supposed to be left behind. St.Croix sucked air in sharply. If it was misplaced…

"Dallyerd," he called. The aide came over, noting the urgency in his superior's voice. "Dallyerd, all our data was moved from Carrigan, correct?"

The younger man grew confused. "Of course. I made sure everything was written to a disc and packed up. Why?"

St.Croix jabbed a finger at the computer screen. "Folder 317 isn't showing up, that's why. All the latest work, including the report I just wrote was in there."

"I—I—I personally checked over the mainframe here. Every file, every piece of data is accounted for," stammered Dallyerd.

"Obviously, you didn't look hard enough. Or you only saw everything that made it here," growled the doctor.

"No," whispered the aide. Realization dawned upon him as he glanced at the monitor. "It was…n—no…it can't be…misplaced."

St.Croix stood up and looked directly into his aide's eyes. "That folder held vital information. We must get it back," he whispered gravely. The younger man wilted beneath his superior's gaze.

The door to the room slid open, but neither man noticed.

"Or," continued St.Croix, "we'll both be killed!"

"I'm so glad you understand the gravity of the situation, Dr. St.Croix," noted a voice, full of feministic superiority.

The doctor and his aide turned to see the newcomer. Standing in the doorway was a beautiful woman. Her black hair flowed over her shoulders, covering the collar of the woman's black business suit. St.Croix shivered as her blue eyes penetrated him with their icy gaze. This was Selene, the sinister head of Project Emplate. She was also know as the Black Queen of the Hellfire Club, a title that inspired fear throughout her subordinates.

"Selene," gasped the doctor.

"Surprise," she said softly. Her eyes twinkled as she surveyed the room, a twinkling full of maliciousness. Selene strode gracefully, as if she floated over the linoleum floor. Standing in front of the doctor, chills ripped up St.Croix's spine as she scanned him up and down. His blood froze, though not at all due to the room's warm temperature.

"So, you discovered your blunder," she said in that quiet tone. The man could hear the slight contempt she had for him in it.

"_My_ blunder?!" he exclaimed, though he instantly regretted it. He thought he saw dark blue flames ignite in her pupils.

Selene turned her head a fraction of an inch, her gaze falling upon Dallyerd. The aide, as pale as the moon, scurried off in terror. The woman wore a slight grin as she looked back at the doctor.

"Yes, _your _blunder," she repeated. "You are the head of this team, are you not?" St.Croix nodded. "Then any mistake made by these scientists is your responsibility."

She walked past him and over to a narrow moving table. The doctor turned slowly to face her. She was looking at a tray full of surgical instruments. Selene raised a finger to her lips, as if deciding which tool to choose.

The woman glanced up at St.Croix. "Normally…," she mused, but the doctor barely heard her. His attention was on the scalpel, which had just risen up above the tray.

"Those who make mistakes…," she paused. The scalpel moved closer to the man with each word. "Those who make mistakes…," she repeated, the scalpel coming closer. "Are…," the tool was millimeters away from his right eye; he could see the blade point quiver a little. "_Disposed of_."

St.Croix's heart raced as the scalpel twisted in the air, barely nicking his eyelid. Beads of sweat formed on his forehead and ran down his nose, forming little droplets at the end.

"But you, Dr. St.Croix, are a lucky man," whispered Selene. She had gotten quite close to him, so that whatever she'd say only he could hear. The scalpel clattered to the floor. The man breathed a sigh of relief.

"It's because of your _expertise _that I'm sparing your life," she hissed in his ear as she brushed past him.

The doctor wiped his forehead. Visits from the Black Queen were always potentially dangerous. But it seemed he dodged that bullet, if only because of his importance to the project. At least, he hoped so.

Selene waltzed to his computer, sat down in his chair, and scrutinized the screen. Moments passed, and she spoke to him, though she still faced the computer.

"As you know, our untimely departure from Carrigan Labs was due to a special ops team raiding Leland's secret archives."

"That fool," she muttered to herself. "Thinking his car business could hide such vital documents."

She cleared her throat and continued talking to St.Croix. "We've assumed they discovered some knowledge of Project Emplate. It is suspected that they will hit Carrigan within the next day or so."

St.Croix turned this over in his head. If SHIELD got wind of Project Emplate, things would get very nasty, very fast.

"Do we know who it is?" he asked.

Selene turned her head and gave him a blank stare. "It's not SHIELD, if that's what you're thinking."

Inwardly, St.Croix felt glad. Yet waves of horror rippled through him. His slavery to the Hellfire Club might just be permanent. SHIELD was his last hope of ever being free of this torturous life he found himself in.

"What am I to do?"

"Whatever I want you to do," snarled the woman, her reply dripping with contempt and loathing. "At the moment, you will continue your work here."

Selene stood up and walked towards the door. The doctor noticed that everyone in the lab besides the woman and him had moved to the far side. He envied them. They didn't have to deal with this monster's fiery wrath.

"I've sent someone to clean up this mess you've made. They'll also give a—oh how can I put it—a _cruel_ welcoming," she said as she lingered at the door. "And doctor, if this happens again, there will be consequences. Expertise or not."

St.Croix heard a _swish_, and suddenly felt excruciating pain shooting up his thigh. He screamed in agony and looked down at his left leg. The scalpel handle was lodged in the back of his leg, the blade protruding out in front, right above the kneecap.

"Oops," chuckled the evil woman. She left the room, almost skipping out, and leaving the doctor to tend to his wound. He grunted as he wrenched the tool out. The rest of the team, hearing the yell, gathered around him. Instinctively, St.Croix knew that Selene had done permanent damage to his left leg.

"Get back to work," he growled, fighting back the pain. He gazed down at the wound, cursing his life. Death, he pondered, may be better than slavery.


End file.
